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Chief Financial Officer Employment Agreement

This is an actual contract by Double Eagle Petroleum.
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THIS EMPLOYMENT AGREEMENT (this " Agreement" ), effective as of September 1, 2008 (" Effective Date" ) is entered into by and between Double Eagle Petroleum Co., a Maryland corporation (the " Company" ), and Kurtis S. Hooley (" Employee" ). The Company and Employee are collectively referred to as the " Parties" .

W I T N E S S E T H:

WHEREAS, the Company and Employee entered into that certain Employment Agreement, dated as of May 7, 2008 (the " Original Employment Agreement" );

WHEREAS, the Company and Employee desire to terminate the Original Employment Agreement and enter into this Agreement; and

WHEREAS, in order to establish the rights, duties and obligations of the Parties, the Company and Employee desire to enter into a binding agreement regarding the employment of Employee;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the Parties, intending to be legally bound, hereby agree as follows:


1.1 Title .

Employee shall serve as Chief Financial Officer and Senior Vice President of the Company and agrees to perform services for the Company and such other affiliates of the Company, as described herein.

1.2 Term .

Employee' s employment shall be for an initial term commencing on the Effective Date through December 31, 2009 (the " Term" ), subject to the termination provisions herein. Employee hereby agrees to be engaged by the Company for the Term in such capacity. This Agreement shall automatically renew for a term of one (1) year unless this Agreement is superseded by a new agreement, or unless notice of non-renewal is delivered in writing by the Company at least sixty (60) days prior to the end of the term then in effect, or unless this Agreement is otherwise terminated pursuant to the provisions hereof. Each renewal agreement shall have a one-year term and will not include the equity grants set forth in Section 2.2. A notice of non-renewal of this Agreement by the Company to Employee shall give rise to the severance benefits described in paragraph 3.5 a. below pursuant to the terms and conditions set forth therein, unless the Company gives notice of termination for cause pursuant to Section 3.2 a. and Section 3.3 of this Agreement. If this Agreement is terminated for cause, there are no severance benefits. Bonuses, if any, shall not be deemed to be accrued or part of any severance package unless and until the Board of Directors has declared and awarded the particular bonus to the particular Employee.

1.3 Duties and Responsibilities .

Employee shall perform the tasks consistent with the office or position designated herein and such other reasonable tasks directed by the position' s direct supervisor, by the CEO of the Company, or by the Board of Directors of the Company. Employee hereby covenants and agrees to perform the services for which he is hereby retained in good faith and with reasonable diligence in light of attendant circumstances.

1.4 Performance of Duties .

During the term of the Agreement, except as otherwise approved by the CEO, the Board of Directors or as provided below, Employee agrees to devote his full business time, effort, skill and attention to the affairs of the Company and its subsidiaries, will use his best efforts to promote the interests of the Company, and will discharge his responsibilities in a diligent and faithful manner, consistent with sound business practices. The foregoing shall not, however, preclude Employee from devoting reasonable time, attention and energy in connection with other activities, provided that any such other activities do not interfere with the performance of his duties and services hereunder and do not conflict with the business interests of the Company, and further provided that Employee' s participation in those other activities is approved by the Board of Directors.

1.5 Reporting Location .

For purposes of this Agreement, Employee' s reporting location shall be Denver, Colorado, which shall include the metropolitan area within a 60 mile radius from the Company' s current office at that location.


2.1 Base Salary .

As compensation to Employee for the performance of his duties or obligations under this Agreement, Company shall pay Employee a base salary (the " Base Salary" ) of TWO HUNDRED TWENTY THOUSAND AND NO/100 DOLLARS ($220,000.00) annually, payable, at the election of the Company, in monthly or semi-monthly installments subject to all federal, state, and municipal withholding requirements. The Base Salary shall be prorated for any partial calendar month of employment.

2.2 Equity Grants on the Execution Date .

a. Execution Date. As used in this Agreement, the term " Execution Date" shall mean the date on which both the Company and Employee have delivered (by U.S. mail, hand delivery, electronic mail or facsimile) a signed copy of this Agreement to the Company.

b. Restricted Stock. On the Execution Date, the Company shall grant to Employee 20,054 shares of the Company' s restricted common stock (the " Restricted Shares" ). Twenty percent of the Restricted Shares shall vest on December 31, 2008 and an additional 20% shall vest on December 31 of each of the following four years. Except as otherwise set forth in paragraphs 3.1 and 3.5 a., if Employee' s employment with the Company terminates for any reason, then any unvested Restricted Shares will be forfeited by Employee and cancelled by the Company.

c. Stock Options. On the Execution Date, the Company shall grant to Employee options (the " Options" ) to purchase 53,469 shares of the Company' s common stock, at an exercise price equal to the closing price of the Company' s common stock on the NASDAQ Global Select Market as of the Execution Date. Twenty percent of the Options shall vest, and become exercisable on December 31, 2008 and an additional 20% shall vest and become exercisable on December 31 of each of the following four years. The terms of the option plan under which the Options are issued provide that the Options expire 90 days after termination of Employee' s employment for any reason. Otherwise, the Options will expire seven years from the Execution Date.

2.3 Bonus Awards within Discretion of Board .

In addition to receiving the Base Salary described in Section 2.1 and the equity grants described in Section 2.2, Employee may, in the sole discretion of the Board of Directors, be awarded such cash and/or non-cash bonuses (including stock options, restricted stock or any combination of cash and non-cash components) from time to time as are approved by the Compensation Committee of the Board of Directors (the " Compensation Committee" ) or by the Board of Directors directly. The yearly cash bonus target will range between 0% and 40% of the amount of Employee' s Base Salary paid for that year, unless the Compensation Committee or the Board of Directors determines otherwise. Any bonus under this Section 2.3 will be paid to Employee no later than March 15 of the calendar year following the calendar year during which the bonus was earned.

2.4 Employee Benefit Plans .

During the term of employment hereunder, Employee shall be eligible to participate in any employee benefit plans provided by the Company on the same basis as other similarly positioned or titled employees, as such plans may be changed from time to time, in accordance with the provisions of such plans, including, but not limited to, the Company' s qualified retirement plans and the Company' s stock incentive plan(s), if any. Employee hereby agrees and acknowledges that nothing in this Agreement shall guarantee Employee that any employee benefit plan shall be in effect during the term of his or her employment nor shall it guarantee Employee a right to any grant of stock options, restricted stock or any other right under any stock incentive plan, or other plan.

2.5 Vacation .

Commencing upon Employee' s employment with the Company, Employee shall accrue, four (4) weeks of vacation per calendar year, pro-rated proportionally for days worked as compared to the calendar year accruable days in total. Unused vacation time may be carried over to a subsequent calendar year; provided, however, that no more than 1.5 times (1.5x) Employee' s authorized annual vacation allocation may be accrued, at any given time. Additionally, upon termination, Employee shall be paid for all accrued but unused vacation days.


Employee' s employment with the Company may be terminated as follows:

3.1 Death or Disability .

Upon the death or long-term disability of Employee, this Agreement will automatically terminate, and Employee (or his heirs in the case of death) will be entitled to receive his or her Base Salary and benefits as listed above for a period of six (6) months from the Date of Termination (as defined in Section 3.4 below). For purposes of this Agreement, " Disability" shall mean the absence of Employee from Employee' s duties hereunder on a full-time basis for an aggregate of 180 days within any given period of 270 consecutive days (in addition to any statutorily required leave of absence and any leave of absence approved by the Company) as a result of the incapacity of Employee, despite any reasonable accommodation required by law, due to bodily injury or disease or any other mental or physical illness of Employee.

All of Employee' s issued but unexercised or unvested stock options and restricted stock grants shall become fully vested and exercisable upon Employee' s death or the termination of this Agreement due to Employee' s long-term disability and the stock options shall remain exercisable until they are exercised or expire per the terms of the option plan and/or agreement under which the option or shares were issued to Employee.

3.2 Termination by the Company .

a. Termination for Cause.

This Agreement may be terminated for " cause" by the Company immediately, without prior notice (except as indicated herein below) and without severance pay or severance benefits. For purposes hereof, " cause" shall mean any of the following events:

i. Any embezzlement or wrongful diversion of funds of the Company or any affiliate of the Company by Employee;

ii. Malfeasance, poor performance as to core or delegated job assignments, in the opinion of the Board of Directors, or insubordination by Employee in the conduct of his duties.

iii. Failure to observe or strictly adhere to all of the Company policies put into effect and/or amended from time to time;

iv. Abandonment by Employee of his job duties or repeated absences from the Company-directed tasks which are not otherwise excused by the Company;

v. Competing with the Company or otherwise diverting away from the Company business opportunities intended for the Company or which could reasonably benefit the Company' s core business;

vi. Other material breach of this Agreement by Employee that remains uncured for a period of at least thirty (30) days following written notice from the Company to Employee of such alleged breach, which written notice describes in reasonable detail the nature of such alleged breach; or

vii. Conviction of Employee or the entry of a plea of nolo contendere or equivalent plea of a felony in a court of competent jurisdiction, or any other crime or offense involving moral turpitude.

b. Reserved

c. Termination Without Cause

Notwithstanding the term provision of this Agreement, the Company may terminate Employee at any time without " cause" , upon providing written notice to Employee. Upon such termination, Employee shall have the rights set forth in Section 3.5 a. below subject to the terms and conditions of Sections 3.5 e. and 3.5 f.

d. Termination for Good Reason

Notwithstanding the term provision of this Agreement, Employee may terminate this Agreement for " good reason" 60 days after providing written notice to the Company of the " good reason" if the written notice is provided within 30 days following the good reason event and the " good reason" is not cured within the 60 day period following the notice. " Good reason" shall mean

i. a material breach of this Agreement by the Company, which breach is not cured within 60 days after written notice by Employee to the Company of the breach; or

ii. a material change in reporting location not agreed to by Employee; or

iii. a material reduction in responsibilities or Base Salary.

Upon termination by Employee for good reason, Employee shall have the rights set forth in Section 3.5 a. below, subject to the other terms and conditions of Sections 3.5 e. and 3.5 f.; except that if termination by Employee for good reason satisfies the conditions of Section 3.5 b., then Employee shall have the rights set forth in Section 3.5 b., subject to the other terms and conditions of Section 3.5b through 3.5 f. Such a termination shall be deemed to be an involuntary termination.

If the Company enters into litigation with Employee as to whether Employee' s termination validly qualifies as termination for " good reason," then Employee will be entitled to continue to be employed by the Company, at the same rate of salary as prior to Employee' s notice of termination, until a court has rendered a decision in this matter, or until the parties have reached a settlement, whichever occurs first.

3.3 Notice of Termination .

Any termination of Employee' s employment hereunder by the Company or by Employee shall be communicated by a Notice of Termination (as defined below) to the other party hereto. For purposes of this Agreement, a " Notice of Termination" shall mean a written notice which (a) indicates the specific termination provision in this Agreement relied upon; (b) in the case of a termination for disability or termination for cause, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee' s employment under
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